annual-report-FY2021

MAHINDRA & MAHINDRA LIMITED 23 2) Sitting Fees: In addition to the above, Mr. Anand G. Mahindra shall be entitled to payment of sitting fees for attending the meetings of the Board of Directors or any Committee thereof, as approved by the Board of Directors for Non-Executive Directors of the Company. 3) Reimbursements and Benefits: In addition to the above, Mr. Anand G. Mahindra shall be entitled to: • R eimbursement of expenses actually and properly incurred in the course of business including travel, stay and entertainment, telephone and mobile, connectivity charges as per the Company’s policy and • S uch other benefits and facilities in accordance with the Company’s policy not exceeding 100% of the Total Remuneration per annum mentioned at point 1 above. M r. Mahindra, being the promoter, is not entitled to any stock options of the Company. (vi) Comparative remuneration pro le with respect to industry, size of the company, pro le of the position and person (in case of expatriates the relevant details would be with respect to the country of his origin): T aking into consideration the size of the Company, the pro le of Mr. Anand G. Mahindra, the responsibilities to be shouldered by him and the industry benchmarks, the remuneration proposed to be paid to the Non-Executive Chairman is commensurate with the remuneration packages paid to similar senior level counterpart(s) in other companies. (vii) Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel or other directors, if any: B esides the remuneration proposed to be paid to him, Mr. Anand G. Mahindra does not have any other pecuniary relationship with the Company or relationship with the managerial personnel or other directors. III. Other Information: (i) Reasons of loss or inadequate pro ts: N ot applicable, as the Company has posted a net pro t after tax of Rs. 268.66 crores during the year ended 31 st March, 2021. (ii) Steps taken or proposed to be taken for improvement and (iii) Expected increase in productivity and pro ts in measurable terms: N ot applicable as the Company has adequate pro ts. IV. Disclosures: T he information and Disclosures of the remuneration package of all Directors have been mentioned in the Annual Report in the Corporate Governance Report Section under the Heading “Remuneration to Directors”. T he conditions set out in Part-I of Schedule V to the Act as also conditions set out under sub-section 3 of section 196 of the Act are not applicable to a Non-Executive Director. Other Information Mr. Mahindra holds 14,30,008 Ordinary (Equity) Shares in the Company. Brief resume of Mr. Anand G. Mahindra, nature of his expertise in specific functional areas, disclosure of relationships between directors inter-se, name of listed entities and other companies in which he holds directorships and memberships/chairmanships of Board Committees, shareholding in the Company, the number of Meetings of the Board attended during the year, as stipulated under Listing Regulations and Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India are stated herein. The Board is of the view that Mr. Anand G. Mahindra’s knowledge and experience will continue to be of immense benefit and value to the Company and pursuant to the recommendation of the GNRC, recommends his remuneration as a Non-Executive Chairman of the Company for a period of 5 (five) years with effect from 12 th November, 2021 to the Members. Save and except Mr. Mahindra, and his relatives to the extent of their shareholding interest, if any, in the Company, none of the other Directors, Key Managerial Personnel (“KMP“) of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the Resolution set out at Item No. 10 of the Notice. Mr. Mahindra is not related to any other Director / KMP of the Company. The Board recommends the Special Resolution set out at Item No. 10 of the Notice for approval of the Members. By Order of the Board NARAYAN SHANKAR Company Secretary Registered Office: Gateway Building, Apollo Bunder, Mumbai – 400 001. CIN : L65990MH1945PLC004558 e-mail : [email protected] Website : https://www.mahindra.com Tel. : +91 22 22895500 Fax : +91 22 22875485 Mumbai, 28 th May, 2021